8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K  

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 28, 2021

Everi Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32622	20-0723270
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7250 S. Tenaya Way, Suite 100, Las Vegas, Nevada, 89113

(Address of principal executive offices)

(800) 833-7110

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐                Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐                Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐                Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐                Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	EVRI	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 7.01. Regulation FD Disclosure.

On June 28, 2021, Everi Holdings Inc. (the “Company”) issued a press release announcing that it intends to offer, subject to market and other conditions, $400.0 million in aggregate principal amount of senior unsecured notes due 2029 (the “Notes”) in a private offering. The Notes will be guaranteed on a senior unsecured basis by the Company and certain of the Company’s direct and indirect domestic subsidiaries. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company intends to use the proceeds from the Notes to redeem in full its 7.50% Senior Unsecured Notes due 2025 and to pay related fees and expenses and, upon consummation of the credit facility refinancing described below, to repay a portion of the borrowings outstanding under its existing credit facilities.

Following the closing of the offering, the Company intends to enter into certain new credit facilities, the proceeds of which, together with cash on hand, are intended to be used to repay in full the remaining outstanding borrowings under its existing credit facilities (the “Credit Facility Refinancing”). The consummation of the offering of Notes is not conditioned upon the consummation of the Credit Facility Refinancing.

The Notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes, and guarantees thereof, will not be registered under the Securities Act or the securities laws of any state or other jurisdictions, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

The information contained in this Current Report on Form 8-K under Item 7.01 and in the attached Exhibit 99.1 is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

This Report does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.

This report, including Exhibit 99.1, contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. These forward-looking statements involve certain risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements, as discussed further in the press release attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Document
99.1	Press Release dated June 28, 2021.
104	The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EVERI HOLDINGS INC.
Date: June 28, 2021	By:	/s/ Todd A. Valli
		Todd A. Valli Senior Vice President, Corporate Finance and Chief Accounting Officer

EX-99.1

Exhibit 99.1

EVERI LAUNCHES PRIVATE OFFERING OF $400.0 MILLION

SENIOR UNSECURED NOTES DUE 2029

LAS VEGAS – JUNE 28, 2021- Everi Holdings Inc. (NYSE: EVRI) (“Everi” or the “Company”), a premier provider of land-based and digital casino gaming content and products, financial technology and player loyalty solutions, announced today it intends to offer, subject to market and other conditions, $400.0 million in aggregate principal amount of senior unsecured notes due 2029 (the “Notes”) in a private offering. The Notes will be guaranteed on a senior unsecured basis by the Company and certain of the Company’s direct and indirect domestic subsidiaries.

The Company intends to use the proceeds from the Notes to redeem in full its 7.50% Senior Unsecured Notes due 2025 and to pay related fees and expenses and, upon consummation of the credit facility refinancing described below, to repay a portion of the borrowings outstanding under its existing credit facilities.

Following the closing of the offering, the Company intends to enter into certain new credit facilities, the proceeds of which, together with cash on hand, are intended to be used to repay in full the remaining outstanding borrowings under its existing credit facilities (the “Credit Facility Refinancing”). The consummation of the offering of Notes is not conditioned upon the consummation of the Credit Facility Refinancing.

The Notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes and the guarantees thereof will not be registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation; or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “intends,” “expect,” “plan,” “well positioned,” “believe,” “goal,” “target,” “future,” “estimate,” “anticipate,” “seek,” “may,” “should,” or “will” and similar expressions to identify forward-looking statements.

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The forward-looking statements in this press release are subject to additional risks and uncertainties, including those set forth under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our filings with the Securities and Exchange Commission (the “SEC”), including, without limitation, our Annual Report on Form 10‑K for the fiscal year ended December 31, 2020 filed with the SEC on March 15, 2021 and subsequent periodic reports, and are based on information available to us on the date hereof.

These cautionary statements qualify our forward-looking statements, and you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement contained herein speaks only as of the date on which it is made, and we do not intend, and assume no obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This press release should be read in conjunction with our most recent reports on Form 10‑K and Form 10‑Q, and the information included in our other filings with the SEC. Understanding the information contained in these filings is important in order to fully understand our reported financial results and our business outlook for future periods.

About Everi

Everi’s mission is to be the industry leader by reimagining the gaming experience. With a focus on player engagement and helping casino customers operate more efficiently, the Company develops entertaining game content and gaming machines, gaming systems, and services for land-based and iGaming operators. The Company is also the preeminent provider of trusted financial technology solutions that power the casino floor while improving operational efficiencies and fulfilling regulatory compliance requirements, including products and services that facilitate convenient and secure cash and cashless financial transactions, self-service player loyalty tools and applications, and regulatory and intelligence software.

Investor Relations Contacts:
Everi Holdings Inc.	JCIR
William Pfund	Richard Land, James Leahy
SVP, Investor Relations	212-835-8500 or evri@jcir.com
702-676-9513 or William.pfund@everi.com

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XML

Cover Cover	Jun. 28, 2021
Cover Page [Abstract]
Title of 12(b) Security	Common Stock, $0.001 par value
Entity Address, Address Line One	7250 S. Tenaya Way
Entity Incorporation, State or Country Code	DE
Entity File Number	001-32622
Document Type	8-K
Document Period End Date	Jun. 28, 2021
Entity Registrant Name	Everi Holdings Inc.
Entity Tax Identification Number	20-0723270
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89113
City Area Code	800
Local Phone Number	833-7110
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	EVRI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001318568
Amendment Flag	false